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The Limited Liability Company (LLC) is a popular business entity choice structure for many businesses starting in New York The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in New York without an attorney.

Unlike a sole proprietorship or partnership where the small business owner can be held personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.

Related: How Does an LLC Protect You?

Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.

Forming an LLC in New York is fairly straightforward, but it’s nice to have some support in case you have questions or get stuck.  IncFile and Inc Authority provide LLC formation guidance for only the cost of the state fees!

Related: Should you use a Formation Service, Hire an Attorney or Do it Yourself?

To form a Limited Liability Company in New York, file the Articles of Organization with the New York Division of Corporations.  The LLC filing fee is $200.  

Approval for the LLC typically takes between 1-2 weeks for mailed in filing or just a few minutes when filing online.

If you have questions, contact the New York Division of Corporations at 518-473-2492 or https://www.dos.ny.gov/corps/contact.html

HOW TO FILE THE ARTICLES OF ORGANIZATION AND FORM A NEW YORK LLC

The steps for filing online or by mail are largely the same.  The screenshots show how to file online. To file by mail, download New York LLC Articles of Organization (Form DOS-1336-f).

Step 1: Get Started

How to Form an LLC in New York

  • Next, select “Articles of Organization for a Domestic Limited Liability Company”.  There is a note that this entity is not for professional service Limited Liability Companies.  A professional LLC or PLLC is a business that offers a service that has to be licensed in the state of New York.  To see more about what professions need licensing, see Step 5: New York Licenses & Permits.

Form Articles of Organization NY LLC

Step 2: Name the LLC

Enter the name you want for the LLC.  The name of the LLC also has to differ from other entity names registered with the Division of Corporations.  Check on available New York LLC names before filing to be sure the one you want is available.

Additionally, the name of the LLC must include one of the following designators at the end of the business name:

  • Limited Liability Company
  • L.L.C.
  • LLC

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

Before settling on a name, you may want to see if a domain name is also available in order to match your business name and website address.

Step 3: Opening Statement

This is an optional section where the filer states ” THE UNDERSIGNED, being a natural person of at least eighteen (18) years of age, and acting as the organizer of the limited liability company hereby being formed under Section 203 of the Limited Liability Company Law of the State of New York certifies that:”

This just says the filer agrees the rest of the information in the Articles of Organization are true.

NY LLC Opening Statement

 

Step 4: Name

The name of the LLC is being requested again as a way to verify the name you are choosing.  This section must match the one previously entered in Step 2.

In the next field, if any part of the name has a foreign word, enter the English translation.

NY LLC Name

Step 5: Purposes

This is an optional statement you can agree to or not that says the LLC is being formed “To engage in any lawful act or activity within the purposes for which limited liability companies may be organized pursuant to Limited Liability Company Law provided that the limited liability company is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.”

Check the box if it applies or not and proceed.

 

New York LLC Business Purposes

Step 6: County

Select the county where the primary office of the LLC will be located from the drop-down menu.

NY LLC County Office

 

Step 7: Service of Process

In this section enter the mailing address of where the Department of State should send notices of lawsuits.

This address does not have to be in New York, but it does have to be in the continental United States.

Some filers use a third-party service company to receive these types of notices on their behalf.  These services must already be registered with the Department of State and if you select “Select a Service Company” a drop-down list with approved companies will appear for you to select from.

Most fliers will enter the location information for the LLC.

Related: What is Service of Process?

New York Limited Liability Company Service of Process

Step 8: Registered Agent

To have an LLC in New York, there must be a person or service with a physical presence in the state.  If it applies, select the “Check if Applicable box”.

If one of the members (owners) will have that presence, this section can be skipped.  Otherwise, a Registered Agent must be identified.  If it is an individual, select the “enter Registered Agent Information” bubble and enter their information.  If the agent is a service, click on the “select a Registered Agent Company” bubble.  Once you do this, a list of services that are registered with the state appears and you can select from one of those.  Be sure you have already signed up with their service before selecting.

Learn more about the requirements of a registered agent in New York.

New York LLC Registered Agent

Step 9: Management Structure

This is another optional section asking how the entity is managed.  If it applies, select the “Check if Applicable box”.

If it is managed by members, it is considered a Member-Managed LLC, where the members (typically owners) have an active involvement in the management of the LLC.
If it is managed by a manager is considered a Manager-Managed LLC, where the members hire a manager to run the LLC, similar to a CEO of a corporation.

Most LLCs are member-managed.

New York LLC Member Managed Manager

 

Step 10: Effective Date

The effective date section is optional.

You can choose to elect to have the LLC start upon the filing of the Articles of Organization (which will happen without doing anything).  If you want the LLC to start on a date up to 60 days in the future, select the “Check if Applicable box” and enter a date.

The main reason for delaying the LLC start date is when the filing is being done close to the end of a calendar year and the business isn’t going to have any activity until the start of the following year.  By delaying until the following year they will reduce the number of end of year filings.

Effective Date NY LLC

 

Step 11: Dissolution Date

This section is optional and provides the ability to set a date to close the LLC.  Most LLCs will choose a perpetual existence (which is the default choice), however, some businesses (usually investment related) will have a specific closure date.

To include this statement in your Articles, select the “Check if Applicable box” and the appropriate information.

New York LLC Dissolution Date

 

Step 12: Liability Statement

This optional statement is an indemnification clause that says “The limited liability company shall defend, indemnify and hold harmless all members, managers, and former members and managers of the limited liability company against expenses (including attorney’s fees, judgments, fines, and amounts paid in settlement) incurred in connection with any claims, causes of action, demands, damages, liabilities of the limited liability company, and any pending or threatened action, suit, or proceeding. Such indemnification shall be made to the fullest extent permitted by the laws of the State of New York, provided that such acts or omissions which gives rise to the cause of action or proceedings occurred while the Member or Manager was in performance of his or her duties for the limited liability company and was not as a result of his or her fraud, gross negligence, willful misconduct or a wrongful taking. The indemnification provided herein shall inure to the benefit of successors, assigns, heirs, executors, and the administrators of any such person.”

Basically, it says the LLC will protect the members and managers of the LLC from the operations of the business, provided those members and managers weren’t negligent in their duties and hold them harmless should there be a lawsuit.

Step 13: Organizer Information

An LLC Organizer is someone involved with the formation of the Articles of Organization.  The Organizer may or may not become a member, such as a mentor, attorney or accountant, but any of the initial members could be listed as organizers.

 

Step 14: Signature

Have an organizer of the LLC sign and enter their title such as Member or Manager.  Here this person is stating the information in the Articles of Organization are correct.

 

Step 15: Filer

Have the filer sign and provide their contact information.  The filer is most likely going to be the organizer that just signed their name.

Click on “Continue” to proceed.

 

Step 16: Review

Review that all of the information is correct.  If there are no corrections, click “Continue”

 

Step 17: Pay and File

You can optionally add the Federal Employment Identification Number (FEIN).  While not required to file the Articles of Organization, you will eventually need one. See our lesson on how to get an EIN for an LLC.

Pay and file the Articles of Organization.

Tasks After Forming Your LLC

Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.

Newspaper Publication

After the Articles of Organization are filed, an ad has to be run for 6 consecutive weeks in a local newspaper to meet the Newspaper Publication Requirement.  After the ad has run, you will send proof of publication (Affidavits of Publication) in addition to the Certificate of Publication and a $50 filing fee to the Division of Corporations.

Prepare an Operating Agreement

The operating agreement is a document that governs the framework of an LLC.  This document covers items like ownership rights, member responsibilities, how profits and losses are distributed and more.

Most states do not require an LLC to have an operating agreement but it is still worth considering. Without an operating agreement:

  • The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit
  • Member’s personal liability protection may be diminished
  • Members may not have a full understanding of their roles and responsibilities which could lead to costly disputes in the future

Related: New York operating agreement template

Obtain an EIN

The EIN or Employer Identification Number is a unique 9-digit number for a business. Similar to a social security number for an individual, the EIN identifies business entities for tax purposes.  

The EIN will be needed in order to open a bank account, register for business licenses and permits, file tax returns, pay payroll taxes and more. 

Related: How to Apply for an EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account such as:

  • A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
  • Copies of the original formation paperwork from the state showing the creation of the LLC.
  • Driver’s licenses of the members.
  • Depending on the age of the LLC, a New York Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.

Related: How to Open a Business Bank Account for your LLC 

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, there will likely be a variety of business licenses and permits to register for before starting. Some common registrations include:

  • Business License – Some cities require businesses to obtain licensing before they can start. In some cases, even home-based businesses must have licensing in order to legally operate. 
  • Professional License – Certain services such as barbershops, accountants, salons and others must be licensed.
  •  Sales Tax Certificate of Authority – In order to sell products and certain services, registration with the New York Department of Taxation and Finance will be necessary.

Related: What Business Licenses are Needed in New York?

File the Biennial Statement

LLCs are required to file an annual report with the New York Department of State.  The annual report updates ownership information and other details.

Related: How to File a New York Biennial Statement